Corporate Governance

Annual Report 2012

Composition of the Board of Directors and Committees

The Board of Directors’ role and competences:
The Board of Directors is the Company's supreme administrative body, which is exclusively responsible for determining the Company’s strategy and its growth and development policy. Key duties of the Board of Directors are read more >

Composition of Board of Directors:
The current Company Board of Directors consists of 14 members and was elected by the General Meeting of Shareholders of 18 May 2010 and will serve for a 3-year term in office which will expire at the 2013 Ordinary General Meeting.

 

Independent board members
Half of the Board’s members, that is seven (7) members, are independent, non-executive members, read more >

Non-executive Board Members - Executive Board Members
The majority of the members of the Board of Directors of the Company, that is 8 of 14 members, are non-executive directors. read more >

The Chairman of the Board, Vice-Chairman of the Board, Senior Independent Director, Board of Directors Secretary
Mr. Andreas Canellopoulos, Chairman of the Board, is one of the Company’s main shareholders, and previously served as CEO from read more >

Board of Directors meetings
The Board of Directors meets as often as required based on Company needs and takes its decisions by absolute majority of the directors present or represented at it. read more >

Nominating candidates for the Board of Directors
The selection of suitable candidates and the planning of a smooth succession for members of the Board of Directors and senior management executives is the task of the Nomination and Corporate Governance Committee. read more >

Obligations of members of the Board of Directors
Members of the Board are obliged to attend scheduled meetings of the Board and the various Committees they sit on and to make available the time required to read more >

Conflict of interests
Members of the Board of Directors are obliged to immediately disclose to the Board of Directors their interests which may arise from Company transactions and any other conflict of interests with those read more >

Board of Directors Committees
The following Committees assist the Board of Directors in its work. They have been set up by the Board and are comprised entirely of independent, non-executive members with the exception of the Nomination and Corporate Governance Committee, where the Chairman, who is a non-executive member, also sits.

The Board of Directors’ Committees can also retain the services of specialist technical, financial, legal or other consultants.

 

Audit Committee
The Audit Committee is comprised exclusively of independent members of the Board of Directors who have extensive management, accounting and auditing knowledge and experience. The ordinary and alternate members were elected by the General Meeting of Shareholders on 15 June 2011. read more >

Remuneration Committee
This Committee is exclusively comprised of independent members of the Board of Directors.
Its task is to explore and submit proposals for the determination of the pay and remuneration read more >

Nomination and Corporate Governance Committee
This Committee is comprised of three Board members of which two are independent. The Chairman of the Board of Directors sits on the Committee as its third member, who is a non-executive director. read more >

Corporate Social Responsibility Committee
The purpose of this Committee is to provide advice and support to the Company Management in planning strategy and coordinating Group’s activities in Corporate Social Responsibility matters. read more >

Executive Committee
The Company’s Articles of Association provide for an Executive Committee, today comprising of five executive members of the Board of Directors and three senior management executives, which is responsible read more >

Evaluation of the Board of Directors and its Committees in 2012
In 2012, the Company’s Board of Directors held six scheduled meetings on March 1, May 3, June 8, August 29, November 12 and December 14. read more >

Remuneration of Board members in 2012
On June 18 2012 the General Meeting of Shareholders had preapproved, in accordance with article 24 section 2 of Law 2190/1920, the payment of remuneration for the year 2012 for the members of the Board of Directors and its Committees, read more >